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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

x   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2003

 

OR

 

¨   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                                 to                                 

 

Commission file number 0-20103

 


 

WELLS REAL ESTATE FUND IV, L.P.

(Exact name of registrant as specified in its charter)

 


 

Georgia   58-1915128
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

6200 The Corners Pkwy.,

Norcross, Georgia

  30092
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code   (770) 449-7800

 


(Former name, former address, and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x    No ¨

 


 

 


Table of Contents

FORM 10-Q

 

WELLS REAL ESTATE FUND IV, L.P.

(A Georgia Public Limited Partnership)

 

TABLE OF CONTENTS

 

               Page No.

PART I.

  

FINANCIAL INFORMATION

    
    

Item 1.

   Financial Statements     
         

Balance Sheets—June 30, 2003 (unaudited) and December 31, 2002

   3
         

Statements of Income for the Three Months and Six Months Ended June 30, 2003 (unaudited) and 2002 (unaudited)

   4
         

Statements of Partners’ Capital for the Six Months Ended June 30, 2003 (unaudited) and the Year Ended December 31, 2002

   5
         

Statements of Cash Flows for the Six Months Ended June 30, 2003 (unaudited) and 2002 (unaudited)

   6
         

Condensed Notes to Financial Statements (unaudited)

   7
     Item 2.    

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   11
     Item 3.   

Quantitative and Qualitative Disclosures about Market Risks

   15
    

Item 4.

  

Controls and Procedures

   15

PART II.

  

OTHER INFORMATION

   16

 

 

2


Table of Contents

WELLS REAL ESTATE FUND IV, L.P.

(A Georgia Public Limited Partnership)

 

BALANCE SHEETS

 

     (unaudited)
June 30,
2003


   December 31,
2002


ASSETS:

             

Investments in Joint Ventures

   $ 8,524,848    $ 8,710,859

Due from Joint Ventures

     154,728      189,164

Cash and cash equivalents

     47,768      28,619
    

  

Total assets

   $ 8,727,344    $ 8,928,642
    

  

LIABILITIES AND PARTNERS’ CAPITAL:

             

Liabilities:

             

Accounts payable

   $ 6,856    $ 15,271

Partnership distributions payable

     0      198,439
    

  

Total liabilities

     6,856      213,710

Partners’ capital:

             

Limited partners:

             

Class A—1,322,909 units outstanding as of June 30, 2003 and December 31, 2002, respectively

     8,720,488      8,714,932

Class B—38,551 units outstanding as of June 30, 2003 and December 31, 2002, respectively

     0      0
    

  

Total partners’ capital

     8,720,488      8,714,932
    

  

Total liabilities and partners’ capital

   $ 8,727,344    $ 8,928,642
    

  

 

See accompanying notes

 

3


Table of Contents

WELLS REAL ESTATE FUND IV, L.P.

(A Georgia Public Limited Partnership)

 

STATEMENTS OF INCOME

 

    

(unaudited)

Three Months Ended


  

(unaudited)

Six Months Ended


     June 30,
2003


   June 30,
2002


   June 30,
2003


   June 30,
2002


REVENUES:

                           

Equity in income of Joint Ventures (Note 2)

   $ 108,581    $ 96,420    $ 245,138    $ 257,742

Interest income

     8      98      355      946
    

  

  

  

       108,589      96,518      245,493      258,688
    

  

  

  

EXPENSES:

                           

Partnership administration

     21,513      16,110      41,559      28,548

Legal and accounting

     4,277      2,496      13,109      8,853

Computer costs

     2,029      1,616      3,373      3,420
    

  

  

  

       27,819      20,222      58,041      40,821
    

  

  

  

NET INCOME

   $ 80,770    $ 76,296    $ 187,452    $ 217,867
    

  

  

  

NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS

   $ 80,770    $ 76,296    $ 187,452    $ 217,867
    

  

  

  

NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS

   $ 0    $ 0    $ 0    $ 0
    

  

  

  

NET INCOME PER CLASS A LIMITED PARTNER UNIT

   $ 0.06    $ 0.06    $ 0.14    $ 0.16
    

  

  

  

NET LOSS PER CLASS B LIMITED PARTNER UNIT

   $ 0.00    $ 0.00    $ 0.00    $ 0.00
    

  

  

  

CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT

   $ 0.00    $ 0.17    $ 0.14    $ 0.36
    

  

  

  

 

See accompanying notes

 

4


Table of Contents

WELLS REAL ESTATE FUND IV, L.P.

(A Georgia Public Limited Partnership)

 

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2002

AND THE THREE MONTHS ENDED JUNE 30, 2003 (UNAUDITED)

 

     Limited Partners

  

Total

Partners’

Capital


 
     Class A

    Class B

  
     Units

   Amounts

    Units

   Amounts

  

BALANCE, December 31, 2001

   1,322,909    $ 9,236,417     38,551              $0              $ 9,236,417  

Net income

   0      385,016     0      0      385,016  

Partnership distributions

   0      (906,501 )   0      0      (906,501 )
    
  


 
  
  


BALANCE, December 31, 2002

   1,322,909      8,714,932     38,551      0      8,714,932  

Net income

   0      187,452     0      0      187,452  

Partnership distributions

   0      (181,896 )   0      0      (181,896 )
    
  


 
  
  


BALANCE, June 30, 2003 (unaudited)

   1,322,909    $ 8,720,488     38,551    $0    $ 8,720,488  
    
  


 
  
  


 

See accompanying notes

 

5


Table of Contents

WELLS REAL ESTATE FUND IV, L.P.

(A Georgia Public Limited Partnership)

 

STATEMENTS OF CASH FLOWS

 

    

(unaudited)

Six Months Ended


 
    

June 30,

2003


   

June 30,

2002


 

CASH FLOWS FROM OPERATING ACTIVITIES:

                

Net income

   $ 187,452     $ 217,867  

Adjustments to reconcile net income to net cash used in operating activities:

                

Equity in income of Joint Ventures

     (245,138 )     (257,742 )

Changes in assets and liabilities:

                

Accounts payable

     (8,415 )     (669 )
    


 


Net cash used in operating activities

     (66,101 )     (40,544 )
    


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                

Distributions received from Joint Ventures

     465,585       550,551  

CASH FLOWS FROM FINANCING ACTIVITIES:

                

Partnership distributions paid

     (380,335 )     (513,455 )
    


 


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     19,149       (3,448 )

CASH AND CASH EQUIVALENTS, beginning of period

     28,619       45,866  
    


 


CASH AND CASH EQUIVALENTS, end of period

   $ 47,768     $ 47,768  
    


 


SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:

                

Due from Joint Ventures

   $ 154,728     $ 228,890  
    


 


Partnership distributions payable

   $ 0     $ 233,675  
    


 


 

See accompanying notes

 

6


Table of Contents

WELLS REAL ESTATE FUND IV, L.P.

(A Georgia Public Limited Partnership)

 

CONDENSED NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003 (UNAUDITED)

 

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)  Organization and Business

 

Wells Real Estate Fund IV, L.P. (the “Partnership”) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (“Wells Partners”), a Georgia non-public limited partnership, serving as its general partners (the “General Partners”). The Partnership was formed on October 25, 1990, for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing and managing income-producing commercial properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations, (b) change the business purpose or investment objectives of the Partnership, and (c) add or remove a general partner. A majority vote on any of the above described matters will bind the Partnership without the concurrence of the General Partners. Each limited partner unit has equal voting rights, regardless of class.

 

On March 4, 1991, the Partnership commenced an offering of up to $25,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership did not commence active operations until it received and accepted subscriptions for 125,000 units on May 13, 1991. The offering was terminated on February 29, 1992 at which time the Partnership had sold approximately 1,322,909 Class A units and 38,551 Class B units representing capital contributions of $13,614,652 from investors who were admitted to the Partnership as limited partners. From the original funds raised, the Partnership has invested a total of $11,188,611 in properties, paid $748,805 in acquisition and advisory fees, and paid $1,767,236 in selling commission and organization and offering expenses.

 

The Partnership owns interests in all of its real estate assets through Joint Ventures with other Wells Real Estate Funds. As of June 30, 2003, the Partnership owned interests in the following four properties through the affiliated Joint Ventures (the “Joint Ventures”) listed below:

 

Joint Venture    Joint Venture Partners    Properties

Fund III and Fund IV Associates

(“Fund III-IV Associates”)

 

  

—  Wells Real Estate Fund III, L.P.

—  Wells Real Estate Fund IV, L.P.

  

1. Stockbridge Village Center

A retail shopping center located in Stockbridge, Georgia

 

2. Reciprocal Group Building

A two-story office building located in Richmond, Virginia

 


Fund IV and Fund V Associates

(“Fund IV-V Associates”)

  

—  Wells Real Estate Fund IV, L.P.

—  Wells Real Estate Fund V, L.P.

  

3. Village Overlook Property

Two substantially identical two-story office buildings located in Clayton County, Georgia

 

4. IBM Jacksonville Building

A four-story office building located in Jacksonville, Florida

 


 

 

7


Table of Contents

Each of the aforementioned properties was acquired on an all cash basis. For further information regarding the foregoing Joint Ventures and properties, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2002.

 

(b)  Basis of Presentation

 

The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The quarterly statements included herein have not been examined by independent auditors. However, in the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly present the results for those periods. Results for interim periods are not necessarily indicative of full year results. For further information, refer to the financial statements and footnotes included in the Partnership’s Form 10-K for the year ended December 31, 2002.

 

(c)  Allocations of Net Income, Net Loss and Gain on Sale

 

For purposes of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation and amortization. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the limited partners holding Class A units and the General Partners. To the extent the Partnership’s net income in any year exceeds net cash from operations, it will be allocated 99% to the limited partners and 1% to the General Partners.

 

Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Class B units and 1% to the General Partners until their capital accounts are reduced to zero, (b) then to any partner having a positive balance in his/her capital account in an amount not to exceed such positive balance, and (c) thereafter to the General Partners.

 

Gain on the sale or exchange of the Partnership’s properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to a qualified income offset provision in the partnership agreement, (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero, and (c) allocations to Class B limited partners in amounts equal to deductions for depreciation and amortization previously allocated to them with respect to the specific partnership property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.

 

(d)  Distributions of Net Cash From Operations

 

Cash available for distribution, as defined by the partnership agreement, is distributed on a cumulative noncompounded basis to the limited partners quarterly. In accordance with the partnership agreement, distributions are paid first to limited partners holding Class A units until they have received a 10% per annum return on their adjusted Capital Contributions, as defined. Cash available for distribution is then paid to the General Partners until they have received an amount equal to 10% of distributions. Any remaining cash available for distribution is split between the limited partners holding Class A units and the General Partners on a basis of 90% and 10%, respectively. No cash distributions will be made to the limited partners holding Class B units.

 

8


Table of Contents

(e)  Distributions of Sales Proceeds

 

Upon sales of properties, the net sales proceeds are distributed in the following order:

 

    To limited partners on a per unit basis until each limited partner has received 100% of his/her adjusted Capital Contribution, as defined

 

    To limited partners holding Class B units on a per unit basis until they receive an amount equal to the net cash available for distribution received by the limited partners holding Class A units

 

    To all limited partners on a per unit basis until they receive a cumulative 10% per annum return on their adjusted Capital Contribution, as defined

 

    To limited partners holding Class B units on a per unit basis until they receive a cumulative 15% per annum return on their adjusted Capital Contribution, as defined

 

    To all limited partners until they receive an amount equal to their respective cumulative distributions, as defined

 

    To the General Partners until they have received 100% of their Capital Contributions, as defined

 

    Thereafter, 80% to the limited partners and 20% to the General Partners

 

2.    INVESTMENTS IN JOINT VENTURES

 

(a)  Basis of Presentation

 

As of June 30, 2003, the Partnership owned interests in four properties through its ownership in the Joint Ventures. The Partnership does not have control over the operations of the Joint Ventures; however, it does exercise significant influence. Accordingly, the Partnership’s investments in the Joint Ventures are recorded using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions and net income (loss) attributable to the Partnership. For further information, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2002.

 

(b)  Summary of Operations

 

The following information summarizes the operations of the Joint Ventures in which the Partnership held ownership interests for the three and six months ended June 30, 2003 and 2002, respectively:

 

     Total Revenues

    Net Income (Loss)

  

Partnership’s

Share of
Net Income (Loss)


     Three Months Ended

    Three Months Ended

   Three Months Ended

     June 30,
2003


   June 30,
2002


    June 30,
2003


    June 30,
2002


   June 30,
2003


    June 30,
2002


Fund III-IV Associates

   $ 542,186    $ 518,9